Joint Operating Agreements: Key Provisions, Common Areas of Dispute, and Minimizing Performance Risks
Liability Allocation, Mitigation of Fiduciary Duties, Duration and Termination, Default and Nonperformance, Disputes and Claims
Recording of a 90-minute CLE webinar with Q&A
This CLE course will provide counsel with guidance for crafting critical provisions in joint operating agreements (JOAs) for joint ventures and other business entities. The panel will discuss clauses that should be carefully negotiated in these agreements and provide practical strategies to avoid common drafting pitfalls, minimize contract disputes, and protect client interests.
- Owners and corporate structures
- Virtual mergers and targeted opportunities
- Control considerations
- Competition issues
- Unwind and exit rights
- Data and IP rights
- Drafting strategies
- Negotiating considerations
The panel will review these and other key issues:
- What are the key provisions in an enforceable JOA?
- What are the most common mistakes and pitfalls?
- What are best practices for drafting and negotiating these provisions?
- What role do control considerations play?
- How should JOAs treat unwind and exit rights?
- What are strategies for negotiating insurance provisions?
James B. MacDonald
Stevens & Lee
Mr. MacDonald concentrates his practice on the development, commercialization and transfer of IP and technology. He... | Read More
Mr. MacDonald concentrates his practice on the development, commercialization and transfer of IP and technology. He counsels businesses ranging from emerging tech-driven start-ups to Fortune 50 market leaders on technology and IP licensing, outsourcing, M&A-related IP and tech transactions, and privacy and data security. He also advises on the formation, operation and governance of joint venture, strategic alliance and other collaborative development and integration projects, and the identification, protection and commercialization of IP assets. Mr. MacDonald is experienced in negotiating transactions ranging from ordinary course to high profile technology initiatives. A frequent lecturer on issues relating to his transactional practice, he has lectured and written on the formation and development of early-stage ventures, entity choice, licensing agreements, e-commerce strategies and material legislation and jurisprudence, among other technology-related legal issues.Close
Glenn L. Stein
Chiesa Shahinian & Giantomasi
Mr. Stein serves as a trusted legal advisor and counselor to clients, with a diverse corporate practice involving... | Read More
Mr. Stein serves as a trusted legal advisor and counselor to clients, with a diverse corporate practice involving private equity and venture capital financing transactions, debt offerings, restructurings, M&A and joint venture transactions, IP matters, and licensing and joint development transactions. He also counsels a wide range of public and private companies on their day-to-day legal concerns, including the drafting and negotiation of operating, employment and consulting agreements; and their contractual arrangements with distributors, manufacturers, suppliers and vendors. Mr. Stein’s clients span a number of industries, including food and beverage, life sciences, retail and apparel, and employee staffing, and include private funds as well as public and private companies at every stage of the corporate lifecycle. Mr. Stein has advised on M&A transactions across a number of industries, including the $375 million sale of privately held medical technology and the multi-billion-dollar sale of the YES Network to 21st Century Fox. He also regularly represents clients in structuring and negotiating JVs and strategic alliances.Close